Value ruling (France) and tax ruling (Switzerland): securing your company's tax value

Have the tax authorities validate your company's value before transferring it

Introduction: why the value the taxman accepts decides the cost of your transfer

How much is your company really worth in the eyes of the tax authorities on the day you gift it, pass it on or reorganise it? The question is not academic: the value retained forms the base for gift duties in France and for wealth tax in Switzerland, and a later reassessment by the taxman can turn a well-managed operation into a heavy adjustment. The value ruling (rescrit valeur) in France and the tax ruling in Switzerland address precisely this risk: they let you have the value of your unlisted shares validated in advance by the administration itself. In France, this procedure now sits in Article L. 18 of the Book of Tax Procedures.

« The value ruling procedure allows a taxpayer to consult the tax authorities, ahead of the operation, on the market value of the business that serves as the basis for computing the tax. », Directorate General of Public Finances.

Three converging developments make the subject pressing in 2026. First, Law no. 2026-403 of 26 May 2026 introduced, as from 28 May 2026, a principle of tacit agreement: for an SME, the administration's silence for six months now amounts to acceptance of the proposed value. Second, growing tax pressure on transfers pushes more and more families to secure their valuation before gifting. Third, on the Swiss side, the revision of the capitalisation rate under Circular 28 materially changes the estimation of unlisted shares, which revives the interest of an advance ruling. This article defines both mechanisms, retraces their origin, explains why and how to use them, when to trigger them and whom to turn to, details their advantages and limits, lists the five mistakes to avoid, illustrates everything with two figured franco-Swiss cases, then answers the ten essential questions.

Secure your company's tax value today

Before launching a gift, a family transfer or a group reorganisation, have the value of your shares validated by a robust independent valuation, ready to be submitted to the French or cantonal taxman.

‍Book a thirty-minute call with Hectelion to frame your value ruling or tax ruling request. Our business valuation service builds the valuation file that secures your operation, ahead of any filing.

Definition: what are the value ruling and the tax ruling?

The value ruling is a French procedure through which a business owner who plans to gift the company consults the tax authorities, ahead of the operation, on the market value of the shares or of the sole proprietorship that will serve as the base for transfer duties. If the administration accepts the proposed value, expressly or, since 2026, tacitly for SMEs, that value becomes binding on it: it cannot be challenged after the gift, save for a change of facts or concealment. The Swiss tax ruling, for its part, is a written confirmation obtained from the cantonal tax authorities on the tax treatment of a planned operation, including the value of unlisted shares retained for wealth tax. It does not rest on a dedicated procedural text but on the constitutional principle of protection of good faith.

Both instruments share the same logic: to obtain from the administration, before acting, a position that then binds the taxman. They differ, however, in their legal basis, their formalism and above all in the effect of silence. The list below summarises this franco-Swiss comparison, essential for any group or owner present on both sides of the border.

Legal basis. France: Article L. 18 of the Book of Tax Procedures (and R*18-1), a special ruling distinct from Article L. 80 B. Switzerland: administrative practice grounded in the protection of good faith (art. 9 of the Constitution), estimation under Circular 28 of the Swiss Tax Conference.
Object. France: market value of the business before a gift or a transfer. Switzerland: tax treatment of an operation and value of unlisted shares, for wealth tax and income tax.
Authority. France: the DGFiP, the competent tax office. Switzerland: the cantonal tax authorities, sometimes the Federal Tax Administration.
Response time. France: six months. Switzerland: no legal deadline, often from a few weeks to a few months.
Effect of silence. France: since 28 May 2026, tacit agreement for micro, small and medium-sized enterprises. Switzerland: no tacit agreement, the ruling must be countersigned by the administration.
Scope and enforceability. France: value binding, gift to be completed within three months of the agreement. Switzerland: binding as long as the described facts and the law remain unchanged.
Cost. France: free. Switzerland: generally free, with possible fees depending on the canton.

Concise comparison of the value ruling (France) and the tax ruling (Switzerland), for securing the tax value of an unlisted company.

Origin: from the taxpayer charter to the 2026 tacit agreement

The value ruling was born of a long-standing concern: to give the business owner preparing a transfer certainty over the value the taxman will retain, so that the generosity of a gift does not turn into an adjustment years later. Formalised by an administrative instruction of the late 1990s and then taken up in the doctrine of the Directorate General of Public Finances, the procedure long remained confidential, reserved for files handled by seasoned advisers. It suffered from a major flaw: the administration's silence did not amount to agreement, so the taxpayer could wait six months only to obtain no security. Law no. 2026-403 of 26 May 2026 corrected this by introducing, in Article L. 18 of the Book of Tax Procedures, a principle of tacit agreement for micro, small and medium-sized enterprises, applicable since 28 May 2026.

In Switzerland, the story is different: the ruling has never rested on a single written procedure but on an administrative culture of prior dialogue, anchored in the principle of protection of good faith enshrined in the Constitution and confirmed by Federal Supreme Court case law. For the valuation of unlisted shares, practice has coalesced around Circular 28 of the Swiss Tax Conference, whose practitioners' method forms the core. The recent revision of the capitalisation rate, raised to 9.5%, shows that even a stable framework evolves and justifies fixing the value through a ruling at the moment of a reorganisation.

Why secure the tax value of your company

First, the value of unlisted shares is by nature debatable: there is no stock price, only methods, assumptions and ranges. This uncertainty is an open door to litigation, which the ruling closes upstream. Second, the financial stake is considerable: a twenty percent valuation gap on a transferred company translates directly into additional gift duties or wealth tax, sometimes across several generations. Third, legal certainty has value in itself: gifting or reorganising in the knowledge that the base is locked eases family relations and prevents an adjustment from undermining a shareholders' agreement or a succession balance.

Fourth, the approach lends credibility to the whole file: a valuation robust enough to be submitted to the taxman is also robust before a buyer, a bank or a co-shareholder. Fifth, the 2026 tax calendar rewards anticipation: the French tacit agreement benefits only those who file a complete request, and favourable windows, such as a temporarily advantageous Swiss capitalisation rate, do not last. Securing the value therefore means both managing the risk and seizing a timing opportunity.

How to obtain a value ruling or a tax ruling

The approach follows a methodical path, whether the country is France or Switzerland. The first step is building an independent, documented valuation: a discounted cash flow approach, sector multiples and revalued net assets, articulated under the IVSC standards. The second step is to restate the result to establish a credible normalised EBITDA, the bedrock of any earnings value. The third step is the application of relevant premiums and discounts, notably the minority or illiquidity discount, whose principle the administration will accept all the more readily when it is justified.

The fourth step is drafting the request: in France, a written file addressed to the tax office setting out the proposed value and its method, to be filed under the terms specified by the tax authorities; in Switzerland, a draft ruling submitted to the cantonal administration, describing the facts and the expected treatment precisely. The fifth step is dialogue: the administration may ask for additional information, and the quality of the exchanges often determines the outcome. The sixth step is completion: in France, the gift must take place within three months of the agreement, on the basis of the validated value; in Switzerland, the operation must unfold exactly as described in the countersigned ruling, on pain of losing the protection.

When to use the value ruling or the tax ruling

The value ruling is called for whenever a gift or a family transfer concerns unlisted shares whose value is significant and debatable, especially when it is combined with a Dutreil pact. It is also relevant before a shared gift, a gift with reserved usufruct or the entry of heirs into the capital, situations where the base durably conditions fairness between beneficiaries. The Swiss tax ruling, for its part, is advisable before any group reorganisation, contribution of shares to a holding, intercantonal restructuring or operation liable to be recharacterised as a partial liquidation, and to fix the value retained for the wealth tax of an owner-manager.

In both cases, the right moment is when the operation is defined enough to be described precisely, but not yet carried out. Too early, the file is incomplete and the administration cannot rule; too late, the operation is done and the ruling loses all interest. For a franco-Swiss owner, coordinating the two calendars is an art in itself, because a French gift and a Swiss reorganisation covering the same business assets must display consistent values.

Who to turn to in order to prepare your request

Three criteria should guide the choice of partner. The first is the independence of the valuer: a value credible before the taxman is a value produced by a third party without conflicts of interest, not by the party with an interest in minimising it. The second is multi-method mastery, aligned with the IVSC standards and market practice, the only way to withstand the administration's challenge. The third is dual franco-Swiss competence: few firms can articulate, in a single file, a French value ruling and a Swiss cantonal tax ruling covering shared assets.

Hectelion brings together these three qualities. An independent boutique firm, with dual franco-Swiss expertise and economic independence from traditional financial intermediaries, it builds the valuation that underpins your request and supports you in the dialogue with the administration. On operations between 2 and 500 MCHF, its business valuation and its transfer advisory rely on a documented methodology, ready to be submitted to the taxman. Hectelion is not FINMA-authorised and does not act on listed-company operations.

Advantages: legal certainty, enforceability and peace of mind in the transfer

The first advantage is legal certainty: a value validated by the administration becomes binding, which neutralises the risk of an adjustment on the base, the leading source of litigation in transfer matters. The second is financial predictability: the owner knows in advance the exact tax cost of the gift or reorganisation, and can therefore calibrate gifts, leverage or timing accordingly. The third is family peace of mind: by locking the base, the ruling protects the succession balance against a reassessment that would, years later, reopen questions thought to be settled.

To these benefits is added a virtuous effect that is often underestimated: the discipline that preparing a request imposes. Documenting the value, restating the result and justifying each discount forces a rigour that benefits the entire wealth strategy and makes the file robust well beyond the tax stake alone, including for a future sale to a third party.

Limits: scope, commitment and absence of FINMA authorisation

The first limit relates to scope: the value ruling and the tax ruling cover what has been described, and nothing else. A gift completed out of time, a Swiss operation that departs from the countersigned ruling or a change of circumstances all cause the protection to lapse. The second limit is the commitment they entail: submitting a value to the taxman means accepting that it serves as the reference, even where one could, at one's own risk, have retained a lower value. The third limit is temporal: the French procedure requires a gift within three months of the agreement, a calendar constraint that leaves no room for delay.

Finally, a limit specific to advice must be recalled: Hectelion acts as an independent valuer and is not FINMA-authorised; the firm does not provide regulated tax advice and does not act on listed-company operations. The value ruling or tax ruling request itself falls, for its legal and tax aspects, to a lawyer or a tax adviser, with whom the valuer works in complementarity. This division of roles is a strength, not a weakness: it guarantees that the value submitted is produced by a third party whose profession it is.

The 5 mistakes to avoid

Mistake 1: filing a value without a solid valuation file

Submitting a figure to the taxman without a documented multi-method demonstration invites a refusal or an unfavourable counter-proposal. The French tacit agreement only applies if the request is complete and serious; a poorly supported value activates no protection and, on the contrary, signals a weakness the administration can exploit.

Mistake 2: confusing the value ruling with an ordinary ruling

The value ruling is a special ruling, governed by Article L. 18 of the Book of Tax Procedures, distinct from the general ruling of Article L. 80 B. Its conditions, its object and its effect, notably the new tacit agreement reserved for SMEs, are its own. Reasoning by analogy with another ruling leads to errors of deadline and scope.

Mistake 3: neglecting the three-month constraint on the French side

Obtaining the agreement is only half the road: the gift must be completed within the following three months, failing which the validated value no longer applies. Many files lose the benefit of the ruling for not having synchronised the administration's response with the availability of the notary and the donees.

Mistake 4: carrying out a Swiss operation different from the countersigned ruling

The protection of the Swiss ruling only covers the facts exactly described. A reorganisation that, at the moment of execution, departs from the validated scheme, for example through an unplanned contribution or an unmet lock-up period, causes good faith to lapse and reopens the risk of recharacterisation, notably as a partial liquidation.

Mistake 5: treating France and Switzerland in silos

For a franco-Swiss owner, a French gift and a Swiss reorganisation covering the same business assets must display consistent values. Submitting one value in Paris and another, materially different, in Lausanne, exposes to a contradiction that each administration can point out. Coordinating the two requests is an imperative, not an option.

Case 1: gift of a French industrial SME valued at 12 M EUR secured by a value ruling

A family owns a precision engineering SME based in the Auvergne-Rhône-Alpes region, employing 180 staff for revenue of 42 M EUR and a normalised EBITDA of 3.2 M EUR. The owner, aged 62, wishes to gift the bare ownership of the shares to his two children under a Dutreil pact. The multi-method valuation retains a multiple of 5.5 times EBITDA, that is an enterprise value of 17.6 M EUR; after deducting net financial debt of 5.6 M EUR, the equity value comes to 12.0 M EUR. Given its headcount below 250 and its revenue below 50 M EUR, the company falls into the SME category.

A value ruling is filed on the basis of 12.0 M EUR, supported by the valuation file. The administration does not respond within the six-month period: since 28 May 2026, this silence amounts to tacit agreement for this SME, and the value becomes binding. The gift is completed within the following three months. As the Dutreil commitment opens a 75% allowance, the taxable base is brought down to 3.0 M EUR before applying the scale and ordinary allowances. Above all, the company is protected: without the ruling, a later reassessment by the administration to 15.0 M EUR would have raised the base by 3.0 M EUR, a substantial extra cost in duties, aggravated by late-payment interest. The ruling locked the value and the peace of mind of the transfer. This articulation with the Dutreil gift illustrates the complementarity between valuation and transfer tools.

Case 2: reorganisation of a Swiss family group at 25 MCHF validated by a cantonal ruling

A family group in technical services, based in the canton of Vaud, prepares the contribution of its shares to a holding company in order to organise the succession between three children. The value of the unlisted shares is estimated under the practitioners' method of Circular 28. The recurring net profit, once restated, stands at 2.85 MCHF; capitalised at a rate of 9.5%, it gives an earnings value of 30.0 MCHF. The substantial value, corresponding to revalued equity, comes to 15.0 MCHF. The method weights the earnings value at two thirds and the substantial value at one third, that is a share value of (2 × 30.0 + 15.0) / 3 = 25.0 MCHF.

A ruling is submitted to the cantonal administration, describing the contribution to the holding, the value of 25.0 MCHF retained for the shareholders' wealth tax and compliance with the five-year lock-up period intended to rule out characterisation as an indirect partial liquidation. The administration countersigns the ruling: the value and the tax neutrality of the operation are secured, provided the reorganisation unfolds exactly as described. The family thus has a stable base for wealth tax and for the balance between heirs. The creation of the Swiss holding is thereby made more reliable, as is the financial structuring of the arrangement.

A word from the founder

« The value of an unlisted company is never a fact, it is a demonstration. The value ruling and the tax ruling do not change that reality: they put it at the service of the owner, turning a well-built valuation into binding legal certainty. »

« What I tell the families we support is that the real risk is not paying the tax, it is paying it twice: once at the gift, and a second time in an adjustment no one had anticipated. Locking the value upstream means refusing that double penalty. »

« Our role as an independent valuer is to produce the value the taxman will accept, because it is fair and documented, not because it is low. It is this rigour, on both sides of the border, that makes the difference between an imposed transfer and a controlled one. »‍

Aristide Ruot, Founder and Managing Director of Hectelion SA.

FAQ: the 10 essential questions on the value ruling and the tax ruling

Introduction: what to keep in mind before the questions

The value ruling and the tax ruling answer the same question, the value of your unlisted shares, but within two distinct legal frameworks. The answers below clarify their deadlines, scope, cost and pitfalls, so that you can approach your transfer or reorganisation with full knowledge.

Q1: What exactly is the value ruling?

It is a French procedure, governed by Article L. 18 of the Book of Tax Procedures, that lets you have the tax authorities validate, ahead of a gift, the market value of the business that will serve as the base for duties. Once accepted, that value is binding on the administration.

Q2: What did the law of 26 May 2026 change?

It introduced, as from 28 May 2026, a principle of tacit agreement: for a micro, small or medium-sized enterprise, the administration's silence for six months now amounts to acceptance of the proposed value. Previously, silence offered no security.

Q3: Which companies are considered SMEs?

The category covers a company with fewer than 250 staff whose revenue does not exceed 50 M EUR. Small enterprises have fewer than 50 staff and 10 M EUR of revenue, micro-enterprises fewer than 10 staff and 2 M EUR.

Q4: How long does the administration have to respond?

Six months in France. Once this period passes without a reply, and for an SME, the agreement is deemed obtained. The gift must then be completed within three months of the agreement, express or tacit, on the basis of the validated value.

Q5: Is the value ruling chargeable?

No, the procedure is free. The real cost is that of preparing the valuation file and the legal support, which determine the outcome of the request far more than the procedure itself.

Q6: What is a Swiss tax ruling?

It is a written confirmation obtained from the cantonal tax authorities on the tax treatment of a planned operation, including the value of unlisted shares. It rests on the principle of protection of good faith and binds the administration as long as the facts and the law remain unchanged.

Q7: How is the value of the shares estimated in Switzerland?

Under the practitioners' method of Circular 28, which weights the earnings value at two thirds and the substantial value at one third. The capitalisation rate, recently raised to 9.5%, directly influences the earnings value.

Q8: Does the Swiss administration's silence amount to agreement?

No. Unlike the new French regime, there is no tacit agreement: a ruling is binding only if it has actually been countersigned by the cantonal administration. Without signature, no protection applies.

Q9: Can a French ruling and a Swiss ruling be coordinated?

Yes, and it is indeed indispensable for franco-Swiss assets. The values submitted on each side must be consistent; a contradiction between the two files weakens the whole. Coordinating the methods and calendars is decisive.

Q10: Who should prepare the valuation submitted to the taxman?

An independent valuer, whose value withstands challenge because it is multi-method and documented. Hectelion builds this file, in complementarity with the lawyer or tax adviser who carries the legal aspects of the request.

Conclusion: making value a certainty rather than a risk

Transferring or reorganising an unlisted company without securing its value means leaving the heaviest item of the operation to the discretion of a future audit. The value ruling in France, now reinforced by the tacit agreement for SMEs, and the tax ruling in Switzerland, anchored in the protection of good faith, give the owner the means to turn a debatable value into a binding certainty. Still, this requires a valuation solid enough to be submitted to the taxman, a controlled calendar and, for franco-Swiss assets, seamless coordination of the two mechanisms.

This is precisely where the added value of an independent valuer lies: producing the demonstration that convinces the administration, articulating the two frameworks and securing the peace of mind of the transfer. In 2026, anticipation is rewarded; it would be a shame to forgo it.

Summary of the article

The value ruling is a French procedure that lets you have the taxman validate, ahead of a gift, the market value of an unlisted company. Since the law of 26 May 2026, applicable on 28 May 2026, the administration's silence for six months amounts to tacit agreement for micro, small and medium-sized enterprises, provided the gift is completed within three months of the agreement. The Swiss tax ruling pursues the same objective of security, but within a different framework: with no dedicated procedural text and no tacit agreement, it rests on the protection of good faith and must be countersigned by the cantonal administration, the value of the shares being estimated under the practitioners' method of Circular 28.

Both mechanisms lock the tax base, offer financial predictability and protect the family balance, at the price of a commitment on the value submitted and a strict formalism. The cases of a French industrial SME gifted at 12.0 M EUR and of a Swiss family group reorganised at 25.0 MCHF show the scale of the stakes and the value of an independent multi-method valuation.

For an owner, the way forward is clear: build a robust valuation, choose the right moment, coordinate the French and Swiss requests, and rely on an independent valuer working in complementarity with the legal advisers. In this way, value ceases to be a risk and becomes a certainty.